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ASURE SOFTWARE INC

For the period ended Mar 16, 2026. Filed Apr 2, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 16, 2026 · Filed Apr 2, 2026

ASUR$9.65+0.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

405 Colorado Street, Suite 1800

Austin, Texas 78701

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 12, 2026

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Asure Software, Inc., a Delaware corporation (the “Company,” or “Asure”), to be held at 405 Colorado Street, Suite 1800, Austin, Texas 78701, on May 12, 2026, at 9:00 a.m. Central Time for the following purposes:

  1. To elect seven directors to the board of directors, each to hold office until the 2027 Annual Meeting or until his/her respective successor is duly elected and qualified;

  2. To ratify the Audit Committee’s appointment of CBIZ CPAs PC as our independent registered public accounting firm for the year ending December 31, 2026; and

  3. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

All holders of record of shares of our common stock at the close of business on March 16, 2026, are entitled to vote at the Annual Meeting and at any postponements or adjournments of the Annual Meeting. Stockholders are cordially invited to attend the Annual Meeting in person; however, regardless of whether you plan to attend the Annual Meeting in person, please cast your vote as instructed on the Notice of Internet Availability of Proxy Materials, voting instructions form, or proxy card as promptly as possible. The Notice of Internet Availability of Proxy Materials includes instructions on how to request a hard copy of this proxy statement and proxy card for the Meeting free of charge, and you may also authorize your proxy by returning your proxy card to us after requesting hard copy materials. Your prompt response is necessary to ensure that your shares are represented at the Annual Meeting. Submitting your proxy by Internet, telephone or mail will not affect your right to vote in person if you decide to attend the Annual Meeting. Stockholders holding shares of our common stock in brokerage accounts will receive instructions from the holder of record that you must follow in order for your shares to be voted.

IF YOU PLAN TO ATTEND THE ANNUAL MEETING

Registration will begin at 8:30 a.m. Central Time, and seating will begin at 8:45 a.m. Central Time. Each stockholder must bring a proof of ownership and valid picture identification, such as a driver’s license or passport, for admission to the Annual Meeting. If you hold your shares in a brokerage account, you must bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, and all cellular phones must be silenced during the Annual Meeting. We realize that many cellular phones have built-in digital cameras, and, while these phones may be brought into the Annual Meeting, the camera function may not be used at any time.

By Order of the Board of Directors,

/s/ PATRICK GOEPEL

Patrick Goepel

Chief Executive Officer

April 2, 2026

Austin, Texas

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 12, 2026. The proxy statement and our annual report to stockholders on Form 10-K are available at https://investor.asuresoftware.com/financial-information and at www.proxyvote.com (please have the control number found on your Notice of Internet Availability of Proxy Materials, voting instructions form, or proxy card available when you visit this website).

TABLE OF CONTENTS

Page
GENERAL1
About the Annual Meeting and Voting2
ITEM 1 — ELECTION OF DIRECTORS4
Biographical Information Regarding Nominees5
Committees and Meetings of the Board of Directors7
Board Leadership Structure and Role in Oversight9
Non-Employee Director Compensation Table9
Stockholder Communications with the Board of Directors10
Environmental, Social and Governance Principles11
Code of Business Conduct and Ethics12
Insider Trading Policy13
Anti-Hedging Policy13
Clawback Policy13
Stock Ownership Guidelines14
Labor and Human Rights Policy14
Policy on Freedom of Speech and Expression15
Anti-Human Trafficking Policy15
Vendor Code of Conduct15
ITEM 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM16
Changes in Registrant’s Certifying Accountant
Audit Committee Policy on Pre-approval of Fees16
Fees Paid to Independent Registered Public Accountants17
COMPENSATION DISCUSSION AND ANALYSIS19
Executive Compensation20
Summary Compensation Table25
Outstanding Equity Awards at Year-End Table26
Executive Compensation Arrangements28
Pay Versus Performance Disclosure
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT32
APPROVAL OF TRANSACTIONS WITH RELATED PARTIES33
OTHER MATTERS34
Delinquent Section 16(a) Reports34
Stockholder Proposals34
Proxy Solicitation Costs35
Householding35
Other Business35

405 Colorado Street, Suite 1800

Austin, Texas 78701

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 12, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.